brother international corporation · don cummins, senior vice president – marketing, i&d...

Code of ConductBUSINESS WITH INTEGRITY AND DISTINCTION

BROTHER INTERNAT IONAL CORPORAT ION

Our Commitment toDoing the Right Thing

Dear Friends,

One of the first things I did as President of Brother

International Corporation was to share with you my

management philosophy. Upon reflection, a number of

the principles I set forth as my management philosophy expect

appropriate conduct. For example, the concepts of “at your side,”

“set your goals high,” “we, not me,” and “take pride in yourself

and in your company” each mean that you are expected to engage

in proper business conduct.

Failure to conduct yourself properly can have wide ranging

negative implications — from creating a bad impression about you

individually and/or our company as a whole, to having significant

financial and, even legal consequences, including criminal charges.

While I truly believe that each of you intends to conduct yourself properly, I also believe that it is important

that Brother International Corporation provide you with guidance for making decisions about conduct.

I am very excited to introduce to you our Code of Conduct, which is intended to be the cornerstone of our

company’s proper conduct initiative. Please read and understand the information provided and take note of the

channels created for communicating about conduct.

Individual training is necessary for this initiative to be successful. You will receive notices reminding you to

participate in mandatory periodic training on our Code of Conduct. I know that I can count on your participation.

We are currently in the process of finalizing our new 3-year strategic plan for 2006 to 2008 and ethical conduct

is a part of that strategy for the Brother Group globally. Let’s shoot for new, higher goals together, as a team.

I look forward to working with you to set high ethical standards and furthering our development as model

members of our communities.

Sincerely,

Tadashi Ishiguro, PRES IDENT

Message from the President

Tadashi Ishiguro

About the Code of Conduct...........................................................................................2

Using the Code ............................................................................................................2

Making Ethical Decisions.............................................................................................3

Reporting Violations ....................................................................................................4Non-Retaliation Policy .........................................................................................4The Brother HelpLine ..........................................................................................4

Our Shared Ethical Values............................................................................................5

Respect in the Workplace ............................................................................................6Equal Employment Opportunity and Diversity ........................................................6Harassment and Hostile Work Environment ...........................................................7Professionalism...................................................................................................8Safe Workplace...................................................................................................9

Employee Safety and Health..........................................................................9Drugs and Alcohol in the Workplace ...............................................................9Workplace Violence.....................................................................................10

Avoiding Conflicts of Interest .....................................................................................12Outside Interests...............................................................................................12Gifts and Entertainment ....................................................................................14Proper Use of Company Resources......................................................................17

Obligations to Customers, Competitors, Regulators, and Communities .........................19Customer Satisfaction........................................................................................19Environmental Protection and Product Safety ......................................................20Fair Competition and Antitrust Laws ...................................................................20

Antitrust Laws............................................................................................21Doing Business with the Government ..................................................................22Foreign Corrupt Practices Act (FCPA)..................................................................22

Protecting Important Information ................................................................................24Confidential Information.....................................................................................24Insider Trading..................................................................................................26Accurate Company Records................................................................................26

Representing Brother to the Public.............................................................................28Involvement in Charitable and Political Activities.................................................28Communications with the Public or Media...........................................................29

Where to Find Help....................................................................................................30

Covered Brother Companies .......................................................................................32

Code of Conduct Table of Contents

Using the Code• Read through the entire Code of Conduct. The Code applies to all employees, officers, and directors of the Covered

Brother Companies regardless of where they travel for Brother. Note that in certain cases, the Code may also apply to

agents and other contractual relationships. Seek guidance from the Chief Legal Officer if you are uncertain about

a situation involving these relationships.

• Following the introductory pages and statement of Our Shared Ethical Values, basic ethical guidelines for key ethical

issues are provided. Each section has a main heading and may have one or more sub-headings with more detail on

specific topics. Occasionally, “Keep In Mind” boxes appear in the page margins to reinforce and clarify certain points.

The “Questions and Answers” sections provide relevant examples.

• Think about how these guidelines apply to your job, and consider how you might handle situations to avoid illegal,

improper, or unethical actions. Use the Questions and Answers sections to help clarify application of the principles to

scenarios similar to those you may encounter.

• If you have questions, contact your manager, any member of the Ethics Committee or the HelpLine. Where appropriate,

references/links to company policies are included in the Code.

About the Code of Conduct

PAGE 2 • BROTHER INTERNAT IONAL CORPORAT ION CODE OF CONDUCT • BUSINESS WITH INTEGRITY AND DIST INCT ION

This Code of Conduct is a guide to legal compliance and ethical conduct for the Covered Brother Companies. The

Board of Directors appointed an Ethics Committee to develop this Code and implement the program. The Ethics

Committee consists of the following individuals:

Jerry Benn, Vice President of Human Resources

Don Cummins, Senior Vice President – Marketing, I&D Products, Business Machines Group

Tony Melfi, Vice President and Chief Financial Officer

Henry Sacco, Vice President and Chief Legal Officer

Takeshi Yamada, Corporate Planning Director

All company employees, officers, and directors of Covered Brother Companies must read and use the Code to ensure that each

business decision follows our commitment to ethical decision making, follows applicable company policies, and complies with

the law. Adherence to the Code and to Brother’s other company policies is essential to maintaining and furthering our reputation

for fair and ethical practices among our customers, vendors, communities, and fellow employees.

Employees, officers and directors who violate this Code are subject to disciplinary actions up to and including dismissal.

The issuance of this Code does not represent an employment contract and creates no contractual rights between our company

and employees, directors or officers. Employment-at-will provisions remain. In addition, this Code is a statement of the Covered

Brother Companies’ positions on various topics and shall not be construed as delivering any personal legal advice to any

individual and further, in the event of an inconsistency between this Code and any policy, procedure or company practice, such

inconsistency must be brought to the attention of the Ethics Committee immediately upon discovery. The Ethics Committee

shall have the sole discretion to clarify and resolve any inconsistency.

Situations that involve ethics and values are often complex. No Code can

completely cover every workplace situation. Sometimes, a law or company policy

clearly dictates the appropriate conduct. More often, it is necessary to evaluate

your specific situation and apply the principles set forth in this Code to determine

appropriate conduct.

When faced with a decision, ask yourself these questions about the choice you are

considering:

• What feels wrong about this situation or action?

• Is this situation against company policy or the law?

• How will our stakeholders be affected? Consider the Brother Group, our

employees, business partners, and the communities in which we do business.

• How would I feel if my actions were made public and my family or friends read

about them in the newspaper?

If you are uncertain about how to proceed in any situation, seek advice until you

feel comfortable that you understand how to conduct yourself in the given situation.

Making Ethical Decisions

BROTHER INTERNAT IONAL CORPORAT ION CODE OF CONDUCT • BUSINESS WITH INTEGRITY AND DIST INCT ION • PAGE 3

If you are

uncertain about

how to proceed

in any situation,

seek advice

until you feel

comfortable that

you understand

how to conduct

yourself in the

given situation.

Reporting Violations


Brother expects you to be able to recognize actual or potential problems, and to seek advice when you have a question. If

you believe that you have been involved in or know about any action that may be in violation of this Code, other

company policies, the law, regulation and/or public policy, report it immediately to any of the following:

• Your manager

• A Member of the Ethics Committee

• The HelpLine – Contact the HelpLine at 11--880000--996633--55773322 or by making a report (which includes asking questions) by

visiting the website at http://www.ethicspoint.com. If you prefer, you can request to remain anonymous when you raise

concerns through the HelpLine. The HelpLine may take 12-48 hours to obtain an initial response to your inquiry/complaint.

Therefore, if you are reporting an emergency requiring immediate attention, please contact an appropriate individual

identified at the end of this Code (not the HelpLine) by telephone.

Where appropriate, we respect our employees’ right to privacy, but we fully investigate any behavior that we believe damages or

may damage the reputation of our company, impacts the safety and/or rights of our employees, officers, and directors or otherwise

violates this Code, the law and/or company policy. During an investigation of suspected violations, all employees, officers, and

directors must fully cooperate with the investigation.

NON-RETALIATION POLICY

Any employee who seeks advice or reports what they suspect to be unlawful or unethical activity — and does so in good faith —

is following the Code and doing the right thing. Brother will not tolerate retaliation against that employee. Anyone engaging in

retaliatory conduct will be subject to disciplinary action, up to and including dismissal.

If you suspect that you or someone you know has been retaliated against for raising a compliance or ethical issue, immediately

contact your manager, a Human Resources Contact, any member of the Ethics Committee or the HelpLine.

We take claims of retaliation seriously. Allegations will be investigated and appropriate action will be taken.

THE BROTHER HELPLINE

Brother has hired an independent contractor to monitor and maintain the Brother HelpLine. You may contact

the HelpLine at any time to:

• ask questions about this Code, or

• obtain some help to identify appropriate conduct, or

• report something that you have discovered, witnessed or otherwise learned about that you believe is a

violation of this Code, the law or any company policy, or

• you do not feel comfortable speaking directly to your manager, a member of the Ethics Committee,

or any other relevant contact identified.

The third party contractor that oversees the HelpLine is obligated, when you request that your identity

be maintained anonymous, not to disclose your identity. The HelpLine will provide all other relevant

information gathered concerning a report and deliver it to the Ethics Committee for handling.

Contact the HelpLine at 11--880000--996633--55773322..


Brother International Corporation values its reputation for honesty andintegrity. We are committed to maintaining our reputation with theBrother Group, employees, customers, vendors, and the community.

Our business and personal interactions and decisions are guided by the following shared values:

• We conduct business with honesty and integrity, fostering an attitude of mutual trust.

• We uphold and comply with all laws, regulations, and policies governing business conduct.

• We treat each employee with dignity, respecting individual differences.

• We compete fairly, in support of positive, ongoing business relationships.

• We are committed to customer satisfaction. We strive to achieve a level of quality for our products

and services that meets or surpasses the expectations of our customers.

• We encourage innovation and improvement.

• We are committed at all levels to honest

and open communication regarding

appropriate subject matter.

• As members of the local and global

community, we seek to responsibly

coexist with the environment.

• We are committed to positive growth

and the highest possible return on

investment, without sacrificing

ethical standards.

Our Shared Ethical Values

Employees are expected to conduct themselves in a professional, courteous, and

respectful manner in and around the workplace and while traveling/entertaining

for business. We are committed to providing a safe and professional workplace

and an atmosphere that encourages positive interaction, trust and creativity where

people can perform to their highest potential and where individuality is respected.

We respect the privacy of our employees by limiting access to personal information in

accordance with our policies and complying with all applicable employee privacy laws.

EQUAL EMPLOYMENT OPPORTUNITY AND DIVERSITY

Brother is committed to a policy of providing equal employment opportunity for all

employees and applicants for employment. Employees, directors, and officers are

recruited, hired, placed, promoted, disciplined, terminated, transferred, allowed leaves

of absence, trained, and compensated based on qualifications, experience, contribution,

and performance. In accordance with federal, state, and local employment laws, we do

not discriminate on the basis of race, color, religion, sex, national origin, age, disability,

sexual orientation, citizenship status, or status as a Vietnam-era, special disabled

veteran, or other protected category not related to a person’s ability to do a job. We make

reasonable accommodations for the physical and mental disabilities of employees.

EQUAL OPPORTUN ITY: QUEST IONS AND ANSWERS

A co-worker has made offensive remarks about other employees because of their ethnicity. What

can I do?

Contact your manager, a Human Resources Contact, any member of the Ethics

Committee or the HelpLine for advice. You can contact the HelpLine anonymously, if

you prefer. For an investigation to be conducted, they will need specific information

about the person’s conduct. It’s also important to encourage those who may have been

targets of offensive remarks to contact one of the contacts identified above to report

the incidents.

I want to apply for a job opening that was posted in another department. I have the right

experience, but everyone says the job will go to a younger person who knows the hiring manager.

Should I apply?

The job posting program was established to support Brother’s strong belief in

promoting employees from within. If you don’t apply, the hiring manager won’t know

you are interested. The job will go to the person with the best qualifications and

experience, regardless of age or other personal factors.

Respect in the Workplace


KEEP IN MIND

Employment, promotion, or

compensation decisions are never

influenced by personal (i.e., non-

professional) relationships or

discriminatory practices.

I’ve been assigned to a project with a co-worker whom I really dislike. Can I refuse to work

with her?

You don’t have to like everyone you work with, but you are expected to be able to

work together well enough to complete the project. Ask your manager or a Human

Resources Contact to suggest some strategies for improving communication and

minimizing personality conflicts with your co-worker.

HARASSMENT AND HOSTILE WORK ENVIRONMENT

Employees, directors, and officers must always treat one another with respect. Harassment

can take form in words or in actions, where the purpose or effect is to create an offensive,

hostile or intimidating environment. Remember that even when words or actions are not

intended to be harmful, others may interpret them differently than you intended.

Sexual harassment, in particular, can include: unwelcome sexual advances, requests for

sexual favors, offensive verbal or physical conduct of a sexual nature, unsolicited

physical contact, propositions, repeated and unwelcome flirtations, suggestive or lewd

remarks, unwanted touches, or offensive jokes or visuals.

Other forms of prohibited conduct include: offensive racial, ethnic, religious, age-

related jokes, comments or insults; distributing or displaying offensive pictures or

cartoons; or using email, voice mail or other electronic means to transmit or display

derogatory or discriminatory information.

Harassment is not always overt or deliberate. In many cases, it is subtle. Often, innocent or

unintentional behavior can be considered harassment. Examine your own actions. Be sure

you understand that apparently harmless actions may have a negative effect on others.

Any interference with the ability of an employee to perform expected duties by creating

a hostile or offensive work environment will not be tolerated.

If you believe you are being harassed or have been treated in a discriminatory fashion,

contact your manager, a Human Resources Contact, a Law Department Contact, any

member of the Ethics Committee or the HelpLine.

HARASSMENT AND HOST I LE WORK ENV IRONMENT: QUEST IONS AND ANSWERS

I saw a cartoon hanging in a co-worker’s cubicle. I found it offensive, but when I complained to

my manager she said I was “too sensitive.” What can I do?

Offensive cartoons that are left in view could be considered to contribute to a “hostile

environment” under harassment policies. Your manager was wrong to ignore your

complaint. Report the incident to a higher-level manager, a Human Resources Contact,

any member of the Ethics Committee or the HelpLine.


KEEP IN MIND

No matter what the medium —

conduct, speech, written notes, photos,

cartoons, or electronic mail —

harassment is against our policy and

will not be tolerated.

I’ve been talking a lot to a co-worker. I’ve just found out that my co-worker has complained

about my actions and stated that my actions made him/her feel uncomfortable. What’s going to

happen to me?

First, understand that Brother takes this kind of report seriously and thoroughly

investigates to learn the truth. You will be interviewed and given an opportunity to tell

your side of the story. Any warning or other action will be based upon the seriousness

of the conduct, past warnings, and your attitude about the incident.

A co-worker has made repeated references to my sexual orientation, including gestures and

derogatory names. I confronted my co-worker and was told it was only a joke.

The behavior has not stopped and I find it offensive. What can I do?

Speak to your manager, a Human Resources Contact, any member of the Ethics

Committee or the HelpLine. Be prepared to provide specific information, including

what was said, and when. To conduct a thorough investigation, our company may also

need to know the names of any co-workers who may have heard this person speak in a

derogatory manner. “I was only joking” is not an excuse for harassment.

I forwarded some email jokes to a co-worker. I thought it was harmless fun, but another worker

saw them, got offended, and then told our manager. What happens now?

Messages sent on our company networks are subject to the policies contained in this

Code and other company policies on communications. If your “jokes” violate our

policy on harassment or non-discrimination, you could be subject to disciplinary action.

Do not send anything via email that you could not send on regular company letterhead.

PROFESSIONALISM

In addition to acting properly within the workplace, you must also act responsibly while

conducting business outside the workplace. Your behavior reflects upon and, in some

cases, may result in liability for Brother. As a result, when traveling, entertaining and/or

attending events with a business purpose, you are expected to conduct yourself in a

professional, safe and responsible manner. If you are traveling with and/or entertaining

customers/vendors, you must respect their applicable codes of conduct.

If alcohol is served at business events, your consumption should reflect your commitment

to professional and responsible behavior. If you plan to drive a vehicle and elect to

drink, we encourage you to drink responsibly, take alternate transportation, or share a

ride with someone that has been drinking responsibly. Safe driving habits also include

responsible and legal use of your cell phone and abstaining from reading email or other

documents while behind the wheel.


SAFE WORKPLACE

The working conditions at Brother are intended to keep employees, officers, and directors

safe and secure and to ensure efficient operation of our facilities. You should continually

assess the working environment to help Brother ensure it meets legal, policy, and

common sense requirements.

EMPLOYEE SAFETY AND HEALTH

We will comply with all laws and regulations applicable to providing a safe and healthy

workplace. Each of us must be alert to safety risks as we go about our jobs. We rely on

employees to identify any existing and potential hazards, unsafe conditions, equipment

or practices. No employee will be retaliated against for reporting hazards or potential

hazards, for seeking advice or for making suggestions about safety.

DRUGS AND ALCOHOL IN THE WORKPLACE

Brother is committed to maintaining a workplace that is drug and alcohol free.

Substance abuse — the misuse of drugs or alcohol — negatively affects productivity,

attendance, and on-the-job safety. The company strictly prohibits the non-prescriptive

use, sale, non-prescribed possession, distribution, or manufacture of alcohol, illegal

drugs or controlled substances on company time or premises. We test for drug use

before hiring, in accordance with local laws.

We retain the right to search company property at any time, including but not limited

to, offices, desks, and other storage areas. Confiscated illegal substances will be turned

over to the appropriate authorities.

Employees with personal drug and/or alcohol abuse problems may request assistance

from Human Resources or from the company-sponsored Employee Assistance Program.

Requests for assistance are held in confidence to the maximum extent possible and

employees will not be retaliated against on the sole basis of a voluntary decision to seek

counseling.


KEEP IN MIND

Any employee who violates our drug

and alcohol policies is subject to

disciplinary action, up to and

including termination.

WORKPLACE VIOLENCE

To preserve employee safety and security, weapons, firearms, ammunition, explosives,

and incendiary devices are forbidden on company property, except by those persons

authorized by the company, such as visiting officials. Items used in the normal course of

business, such as box cutters, are allowed. In addition, the company will not tolerate any

acts or threats of violence, including extreme or inappropriate verbal or physical threats.

In many cases, abusive, erratic, or hostile words and actions are a precursor to more

serious violent behavior.

For the sake of safety and security, only authorized visitors are allowed in the

workplace, and they should be escorted to their destination. All visitors are required to

wear a visitor’s badge while on company premises. Be alert to the presence of strangers

or unauthorized visitors on the premises, and alert the Security Contact for your facility

of any suspicious activity.

Report behavior that threatens the safety of employees or property or has the potential

to become violent to your manager, the Security Contact for your facility, a Human

Resources Contact, or any member of the Ethics Committee immediately.

SAFE WORKPLACE : QUEST IONS AND ANSWERS

Recently, someone in my workplace fell and dropped a piece of equipment. No one seemed to be

hurt and the equipment still functioned well. Should this incident be reported anyway?

Yes. You should promptly report any concerns, accidents, or “close calls,” so problems

or potential problems can be investigated and resolved before becoming more serious.

What should I do if I receive a threatening or harassing phone call?

Stay calm and try to keep the caller on the phone. Be observant and try to gather as

much information about the caller as possible, including gender, age, accent,

background noises, and other relevant details (including caller ID information when

available). If you believe the caller poses a threat to safety, signal a co-worker and have

them contact the Security Contact for your facility.


KEEP IN MIND

By reporting any behavior that you

believe has the potential for harming

people or property, you are giving the

company the opportunity to prevent a

situation from escalating.

I noticed an odd-shaped package on our receptionist’s desk. It was addressed by hand and

postmarked with a lot of stamps. What should I do?

The package you describe fits the common description of a suspicious package. First,

cover the suspicious envelope or package with something, such as plastic, clothing,

paper, or a trashcan. Do not try to open the envelope or package, shake or empty its

contents, or pass the package to others. Leave the area and notify your manager and

the Security Contact for your facility immediately.

I overheard a co-worker threatening another employee. The other employee was upset after the

threatening person left, but did not want to report the incident. Should I tell someone?

If you see or hear any act that carries the potential for violence, call your manager or

the Security Contact for your facility. Act immediately. You should report this incident.

Our company investigates all reported acts or threats of violence.

I occasionally take prescription medication that can slightly impair my abilities. Is this allowed?

Employees are allowed to take prescription medication. However, you should notify

your manager if you think the medication may affect your job performance, especially

if it may affect the safety of you or others.

I noticed someone in our facility without proper identification. When I questioned them they said

they were just visiting a friend and would be leaving right away. What should I have done?

You should have asked them who they were visiting and told them that all visitors are

required to wear a visitor’s badge and offer to direct them to the reception area. You

should also immediately notify the Security Contact for your facility (in all instances of

unidentified visitors).

One of my co-workers is sometimes sluggish and slow, and often argumentative. I suspect drug

use. Should I report it?

It would be wise to report the matter in order to prevent injury and/or damages to

facilities and equipment. You might mention it to your co-worker first to give him or

her a chance to voluntarily request assistance, but if this isn’t comfortable for you,

contact your manager, a Human Resources Contact, any member of the Ethics

Committee or the HelpLine.


KEEP IN MIND

No activity is so important that it

cannot be done safely.

As individuals, we have a wide variety of interests: career, families, communities

and hobbies. However, our business decisions must be impartial. A conflict of

interest exists when our personal, financial, family, social or political activities

or relationships interfere with our ability to make objective decisions on behalf of the

company. A conflict of interest exists even if these relationships create the appearance

of bias or interference.

Employees must avoid any investment, interest, association, or activity that may cause

others to doubt your fairness or integrity, or your ability to perform duties objectively.

OUTSIDE INTERESTS

If you or a close relative or friend has a substantial financial interest in or with a customer,

competitor, vendor, or supplier firm and/or one or more of its employees, officers and/or

directors (regardless of whether the endeavor directly competes with Brother), which

could also include sitting on their board of directors, that interest can impact your ability

to make impartial decisions on behalf of our company. Report any financial interests of

this nature that existed prior to the issue date of this Code of Conduct to the Ethics

Committee promptly. You must fully disclose any potential future opportunities of such

a nature to and obtain advanced permission to participate from the Ethics Committee.

If you hold a job outside of Brother, that job must not interfere with your ability to

perform your assigned company duties during regularly assigned work hours. Brother

employees may not work for actual or potential competitors of Brother. Outside of your

work for Brother, you should not hire or work for a vendor, supplier, customer, dealer,

or other entity or any employee, officer or director of such entities that has a business

relationship with Brother unless specific, advanced permission is obtained from the

Ethics Committee.

Unless you have the advanced approval of the Ethics Committee to represent Brother

in certain professional, civic or community activities, you may not identify yourself as or

otherwise cause others to believe you to be a representative of Brother in such activities.

Although Brother encourages its employees, officers, and directors to participate in

professional, political, civic, or community organizations, be sure to make it clear that

you are participating as an individual and not as a representative of the company. You

do not need to get permission from Brother to participate in professional, political, civic

or community organizations as an individual if it does not interfere with your work.

Avoiding Conflicts of Interest


KEEP IN MIND

We encourage employees to lead

diverse and interesting lives.

However, we need to be sensitive to

actual or potential conflicts of

interest that our personal interests

might create because they could

prevent us from making decisions

that are in the company’s best

interest.

OUTS IDE INTERESTS: QUEST IONS AND ANSWERS

What are some examples of conflicts of interest?

Examples of conflicts of interest include: having a significant financial interest in

another company, especially if that company has a relationship with Brother; serving

as a board or committee member of an organization or institution that has a relationship

with Brother; having a member of your household, close friend or relative who works

for a competitor or company that has a relationship with Brother; or holding a second

job that interferes with your ability to do your regular job. This list is not intended to

be exhaustive and each situation should be considered individually. In some cases, the

Company may authorize an individual to engage in behavior even though it presents

a conflict of interest if the situation is manageable or presents significant benefits;

however, you must seek the appropriate guidance from the Ethics Committee before

engaging in such conduct.

A friend of mine owns a company that distributes office supplies that my division of Brother

regularly purchases from another supplier. I would like to negotiate a deal with his company.

My friend would charge a very fair price that will benefit Brother. Can I negotiate directly with

my friend’s company?

Our company follows fair business practices when negotiating a purchase from any

supplier or distributor. We need to be sure our purchasing practices are fair and do not

give the appearance of being preferential. You should disclose your relationship with

your friend to the Ethics Committee, abstain from negotiations with your friend and

avoid disclosing information to your friend that is not disclosed to other suppliers to

avoid the appearance of a conflict. Although your friend’s company may well be the

best choice, this approach ensures that Brother gets the best bulk purchasing prices for

the most appropriate office supplies to meet our needs. If you would like to

recommend your friend’s company to be a qualified supplier along with the others we

are already using, do so in a way that allows Brother to be fair in reviewing the

company’s capabilities and negotiating competitive pricing.

I sell millions of dollars each year to a specific retail client. Is it a conflict of interest for me to

own stock in this company?

It is acceptable for you to own stock in this company, so long as it is publicly traded

and you do not hold a significant financial interest. This is defined as five percent or

more of the company’s outstanding, publicly traded shares. If the company is not

publicly traded, you must obtain advanced permission from the Ethics Committee

before owning any interest in the company.


A member of my household recently took a job with a competitor of our company. Do I need to

disclose this fact to anyone?

Yes, you should disclose this fact to the Ethics Committee.

I have a relative who is well qualified to work for Brother. Can I refer him for a job?

Yes, as long as you will not be directly supervising this person or be directly supervised

by this person if he or she is hired.

I was asked by an acquaintance to serve on the board of directors (or a committee) for his/her

company/university, etc. Can I accept this appointment?

You must disclose this proposal to the Ethics Committee to obtain advanced

permission before accepting this appointment.

I would like to join a trade association as a representative of Brother. What must I do?

Before joining the trade association, you must obtain advanced permission from:

a) your manager and then, b) the Ethics Committee. Note: if you are asked to occupy

a position on a board or committee, you must receive separate, advanced permission

from the Ethics Committee.

GIFTS AND ENTERTAINMENT

Gifts and entertainment are frequently offered or exchanged in the normal course of

business. To be sure that our business transactions are impartial and free from outside

influence, no employee, officer, or director should give or accept anything that could be

construed as a bribe or kickback, or perceived as trying to influence fair judgment. The

value of any gift or entertainment should not create any sense of obligation on the part

of the recipient.

ENTERTAINMENT

The term “entertainment” in this part of the code means any event (including but not

limited to meals, trips, outings, etc.) attended by both the giving party and the receiving

party, together. Reasonable and customary entertainment that arises in the normal

course of business is acceptable. This may include occasional meals with business

associates, and/or attending ordinary sporting, theatre or other cultural events, or golfing

with business associates.

To be an acceptable form of entertainment, events must:

(1) occur infrequently (with regard to the party receiving the entertainment),

(2) be attended by a representative of the vendor, supplier or customer together with

the Brother employee(s),


(3) not be lavish, and

(4) take place in a setting that is appropriate for the business purpose.

Unacceptable entertainment includes activities that are illegal, unsavory or which are

believed to violate the policy of another participant’s employer.

GIFTS

The term “gift” is intended to mean any item of value transferred from a giving party

to a receiving party, excluding “entertainment” as defined above. Note, one or more

tickets to an event which the giving party does not attend with the receiving party is

considered a gift. Items of nominal value which are widely available to others, such as

promotional items like pens, hats, notepads, or mugs, may be given or accepted.

To be acceptable, a gift must:

(1) not be lavish,

(2) occur infrequently, and

(3) be appropriate for business purposes.

Unacceptable gifts include gifts that are illegal or result in a violation of the law, any gift of

cash or item redeemable for cash value, any gift made in exchange for something in return,

or any gift that is believed to violate the policy of the non-Brother party’s employer.

The company generally discourages our employees from accepting gifts from

vendors/customers. Ordinarily, the company does not permit our employees to give or

accept ticket(s) to an event if the party giving the ticket(s) will not attend the event

with the party receiving the ticket(s).

In parts of the world where gift-giving is common practice and not accepting/giving a

gift could reflect badly on you or Brother, it may be appropriate to accept/give a gift, as

long as doing so is permitted by your Division VP or Division Head and would not

violate any laws or in any way discredit Brother, the gift is unsolicited, is not offered to

obtain favorable treatment, and would not influence an employee’s or Brother’s

business judgment. If you receive a potentially lavish gift, consult your Division VP or

Division Head who will advise you of the disposition of the gift.

WHEN IS A GIFT/ENTERTAINMENT LAVISH?Whether entertainment or a gift is considered lavish is a decision that must be made by an

analysis of several factors. Your Division VP or Division Head is responsible for assisting

you in determining whether a gift is acceptable. Accordingly, your Division VP or Division

Head will issue instructions concerning his/her requirements concerning disclosing and

approving the giving or receiving of gifts and the hosting or attending of entertainment.


OTHER GUIDANCE

Unique laws apply to government officials and employees. For example, the U.S. has

strict laws about providing anything, including refreshments, to a government

employee. Do not offer or deliver a gift or entertainment to any government official

without advance approval from the Ethics Committee. For more information on this

topic, go to the “Doing Business with the Government” Section. Likewise, if you

conduct business worldwide, be sure you fully understand all U.S. and local laws and

regulations, as well as local customs and norms.

If you are not sure whether a particular item or entertainment can be given or accepted,

discuss it with your Division VP or Division Head.

GIFTS AND ENTERTA INMENT: QUEST IONS AND ANSWERS

A supplier recently offered me the use of his vacation house for the weekend. He owns the place

but will not be using it that weekend, so it’s not really costing him anything to let me stay there.

Can I go?

No. The supplier has offered you what appears to be a lavish gift, even though s/he is

not “paying” for your stay. Accepting this offer violates our company policy on

accepting gifts.

I’d like to invite a customer to do something socially so I can have more of a chance to talk

about his business. I was thinking of asking him to join me in a round of golf or attend a

baseball game with me. Is this acceptable?

Yes, assuming the expense is acceptable to your manager and you obtain approval from

your Division VP or Division Head. Attending a baseball game and playing a round of

golf with a customer are acceptable forms of entertainment with the intention of

furthering business relations.

My Division VP has stated that I cannot buy a gift for a customer if it is valued at more than $75.

I have a customer that enjoys expensive wines and I would like to give him a bottle of wine valued

at $125. May I give such a gift, even if I pay $50 out of my pocket and expense the $75 limit?

No. It appears that your Division VP has set out rules for identifying an acceptable gift

and the gift that you have suggested exceeds the rules associated with the value of the

gift. Whether you “expense” the value of the gift is irrelevant. Of course, you may ask

your Division VP for special approval, but without that permission, you may not give

such a gift.


KEEP IN MIND

Use good judgment and moderation

in exchanging reasonable gifts with

business associates or entities. If you

are not familiar with their employer’s

policy on gifts and entertainment,

ask them before doing anything. You

will avoid a potentially uncomfortable

situation for both of you, and you will

model the integrity and sensitivity we

uphold in our own policy.

My customer is married and has an infant child that was born about 6 months ago. Shortly

before the child’s birth, after obtaining approval from my Division Head, I sent a shower gift to

my customer. When the child was born, again with approval of my Division Head, I sent the

child a small toy. The child’s baptism is coming up. May I send the customer (or his infant

child) another gift?

You must obtain approval from your Division Head after s/he considers a number of

factors including the frequency of the gifts that you have given and would like to give

to this particular customer.

About two weeks ago, I was admiring a vendor’s expensive, new golf club while we played golf

together. This afternoon, I received a new golf club just like the one I was admiring from the

vendor as a token of his company’s appreciation for our business. Is it wrong to accept this gift?

You must discuss this gift with your Division VP or Division Head. If the Division VP

or Division Head deems it to be an acceptable gift, you will be allowed to keep it;

however, if the gift is found to be unacceptable, the Division VP or Division Head will

instruct you on the proper disposition of the gift.

PROPER USE OF COMPANY RESOURCES

Brother resources should only be used for company business. Employees, officers, and

directors must follow our company controls and policies designed to protect resources

such as equipment, data, and electronic networks against theft and fraud. Dishonest

acts by employees, officers, or directors against our company, vendors, or customers are

not tolerated and may result in termination and/or prosecution.

While Brother encourages employees to make use of the employee discounts on

purchases of Brother equipment, always adhere to company policy on the limits of these

discounts to avoid abusing these privileges or bypassing our regular sales channels.

Additionally, sample equipment should be returned to the company in accordance with

your manager’s instructions.

If you have a company computer, remember that software and information residing on

the computer is considered company property. Licensed software or documentation

must be used in accordance with licensing agreements, and should not be duplicated

without permission. You are responsible for safeguarding any logins and passwords

which provide access to company networks.


Occasional personal use of email, internet and other systems is allowed. For example,

think of the email as a personal call. A quick, occasional personal call is a reality in most

offices. However, just as you would not abuse your time on the telephone, you should not

be “chatting” on the company email. Similarly, use of other systems must be reasonable.

Remember that email is not private. You will be held responsible for what you say in an

email message. Email communication to customers or other employees must be

courteous and professional.

USE OF COMPANY RESOURCES: QUEST IONS AND ANSWERS

I volunteer for a local organization that works with underprivileged kids. May I use company

equipment to copy flyers for a fundraiser?

We encourage participation in community activities. However, your manager should

specifically approve use of company resources to support those activities.

I am an educator who is assigned to train on the proper use of Brother equipment. Is it okay for

me to take company equipment home for testing purposes?

Yes, it is acceptable for employees to use company equipment at home in order to

prepare for training classes or to test the equipment. However, this equipment should

be returned to the workplace in accordance with your manager’s instructions.

Is it okay for me to use my office computer after business hours for work-related outside courses?

It may be okay if the course is related to your job, but you should check with your

manager first.

May I use a company vehicle to help my brother move some furniture over the weekend? The

company does not use the vehicle during this time.

No. You may not use a company vehicle for personal use.

A friend of mine asked me to use my employee discount to purchase a product for him/her. Can I

purchase a product for a friend and have the friend reimburse me?

Although an employee discount program is intended to be used by employees and

their immediate families, you may purchase a reasonable quantity of product for your

friends as personal gifts (assuming there is no conflict of interest) or for them (if they

reimburse you). Remember that you may not use the employee discount program for

personal profit or gain.


KEEP IN MIND

Information stored on company

equipment including voice mail,

email and data is subject to review

at company discretion.

Brother strives to provide products and services that meet or exceed our customer

needs, and to compete fairly in compliance with all laws.

CUSTOMER SATISFACTION

Our commitment to customer satisfaction means that we strive to provide products and

services of the highest quality, safety, and reliability. Employees, officers and directors are

expected to follow all quality assurance guidelines and procedures without compromise.

We aim to supply products and services that meet or exceed the performance and

quality expectations of our customers, our contractual obligations, and the requirements

of the law.

We respect the privacy of our customers. Customer information, including personal data,

employee lists, sales records and credit history, is shared only with those people who

have a legitimate business need to know and only in accordance with company policies.

CUSTOMER SAT ISFACT ION: QUEST IONS AND ANSWERS

Sometimes the quality management processes get in the way of getting a job done. Which is more

important, finishing a job or worrying about overly stringent procedures?

Always follow proper procedures. Circumventing procedures is not acceptable.

If certain procedures have become outdated or no longer add value to the process,

suggest a change to your manager.

My manager asked me to skip some required testing in order to make a shipment deadline. What

should I do?

Do not skip the tests. No matter who asks you to do something, if you know it is

wrong, you should refuse to do it. If you are uncomfortable talking to your manager

about the situation, please contact any member of the Ethics Committee or the

HelpLine.

I have learned of a potential defect on some of our equipment that could be a hazard. What

should I do?

To protect our employees and consumers, any defect that might cause a hazard must

be evaluated as soon as it is detected. Speak to your manager about this situation

immediately so that it can be reported to the applicable Marketing executive, any


Obligations to Customers, Competitors,Regulators, and Communities


KEEP IN MIND

Be sure all records involved in the

manufacture, test, or support of our

products and services are completely

accurate.

ENVIRONMENTAL PROTECTION AND PRODUCT SAFETY

Concern for the environment is a cornerstone of our activities. We design and develop

our products and encourage our suppliers to help ensure safety and lessen impact on the

environment during the product’s life cycle. We will comply with all applicable

environmental laws and regulations in every jurisdiction where we do business. Where

laws and regulations do not exist, we will apply responsible standards.

ENV IRONMENTAL PROTECT ION AND SAFETY: QUEST IONS AND ANSWERS

Environmental protection laws are so complex, how do I know when to be concerned about a

particular situation?

The laws can be complex, but you don’t need to understand every detail before you

report an environmental concern. In general, certain materials should be properly

labeled, used, stored, and transported. Waste substances must be recycled or disposed

of properly. If you use specific materials on your job, you should understand their

properties and hazards in detail. If you are unsure, ask for guidance.

I saw someone pouring some sort of liquid down the drain that smelled like some sort of

chemical. What should I do?

Notify your manager, any member of the Ethics Committee or the HelpLine without

delay. Improperly discarded chemicals or waste water, even those that seem harmless,

may pose unexpected dangers. Pouring chemicals down the drain, besides causing

damage to your site’s septic system or sewage disposal system, might be illegal and can

result in criminal or civil prosecution for employees of our company.

FAIR COMPETITION AND ANTITRUST LAWS

Brother is committed to competing vigorously in the marketplace, but to doing so

ethically and in compliance with laws that protect competition and integrity in the

marketplace. Antitrust and competition laws protect competition by prohibiting

“anticompetitive” agreements, such as price-fixing among competitors or predatory

tactics to eliminate competitors.

Our pricing policies and decisions are independently determined based on economic

factors, market conditions, and publicly available competitive information. This

information includes published articles, market analyses, or reports, including research

which Brother has purchased. Employees, officers, and directors should not seek or

accept a competitor’s confidential competitive information or discuss customers,

territories, or price lists with competitors.

We advertise, promote, and label our products and services in a factual, honest,

informative way, in compliance with all laws and requirements. Publicly disseminated

materials will never be intentionally deceptive, false, or misleading.


KEEP IN MIND

If you observe an unsafe or

potentially hazardous condition,

report it to your manager, any

member of the Ethics Committee or

the HelpLine.

ANTITRUST LAWS

The United States and many other nations have antitrust and other trade laws and

regulations that mandate free and fair competition. These laws must be obeyed. The

penalties for violating these laws are severe, including criminal convictions that can

mean prison sentences for individuals and substantial fines for companies. Customers

and competitors can sue for three times the value of the harm caused by a violation.

Our company and our employees, officers, or directors will not have discussions or reach

agreements with competitors, whether formal or informal, written or unwritten, which

may inhibit lawful competition. This includes discussions or agreements on prices or

credit terms; submission of bids or offers; allocation of markets, orders, or customers;

limits on production or distribution; or boycotts of suppliers or customers.

Violations of antitrust laws, whether deliberate or unintentional, expose Brother and

employees, officers, or directors to serious civil liability or criminal penalties. If any

issues arise concerning antitrust compliance, contact your manager, a Law Department

Contact, or the HelpLine immediately.

FA IR COMPET IT ION AND ANT ITRUST LAWS: QUEST IONS AND ANSWERS

A competitor has been making false and misleading statements about our company products and

services. How should we respond?

The competitor’s tactic is unfair, but responding by disparaging our competitor’s products

is against our policy. Continue to emphasize the positive aspects of our products and

services and respond only with facts and references. You should also speak with

a Law Department Contact so they can assist in developing an appropriate response.

At a meeting of a trade association, some members informally discussed a plan to divide their

sales territories to reduce competition. I declined to join them when they asked me to, but what

should I say if this happens again?

This could be considered an antitrust violation. If it happens to you, you should

immediately excuse yourself from the meeting and state that you cannot be part of

such a discussion. You should report the matter to your manager. You should also speak

with a Law Department Contact to determine whether further action should be taken.

When discussing a new product with a customer, the customer asked me to tell him what the

retail price of the product should be. How should I respond?

You should advise the customer that you cannot tell him/her what she/he should sell

the product for, but you may tell him/her that Brother publishes an Estimated Street

Price or an MSRP. You can also give them a price list or direct them to a website for

that information.


KEEP IN MIND

Always compete without collusion or

misrepresentation, and always deal

fairly with all of our business

associates.

DOING BUSINESS WITH THE GOVERNMENT

In limited circumstances, Brother does business with local, state and federal governments

and we must comply with all regulations and requirements unique to government

markets. These regulations do not apply only to those employees who work directly

with government contracts. Every employee is responsible for compliance with laws,

regulations, and policies.

When fulfilling government contracts, it is particularly important to follow contract

specifications and regulatory requirements to the letter. Even apparently trivial changes

and deviations may be seen as “product substitution” and result in liability for

individual employees, officers, and directors or our company.

DOING BUS INESS WITH THE GOVERNMENT: QUEST IONS AND ANSWERS

I have an opportunity to take a local government official to the kickoff for a local community

development project. After the kickoff the official will be invited to stay for a meal with the other

project managers. Is this appropriate?

This is acceptable as long as local or state rules don’t preclude the official from

attending the dinner. When you extend the invitation, ask the official if he or she is

allowed to participate in this way.

I have a great relationship with the agent in charge of procurement for a Government Contract

for which an RFP has been issued. If I call him, I know that I can get more information about

exactly what will be important to their decision. May I do this?

You may contact the agent during the period of time when they are open for questions

or at the pre-bid conference. During other times after issuance of an ITB or RFP,

contact with the agent may be construed as an attempt to influence the procurement

officer on a bid. Strict regulations designed to ensure fair competition apply to the

proposal procedures between contractors and the Government. We will uphold all

regulations and participate fairly in the process.

FOREIGN CORRUPT PRACTICES ACT (FCPA)

The Foreign Corrupt Practices Act prohibits U.S. companies or their employees from

providing foreign government officials with anything of value in order to obtain or

maintain business. Simply put, it is illegal to pay or offer money or provide or offer a gift

to a foreign official in order to “get the business.” If you are asked to make payments

to expedite or facilitate a transaction, speak with a Law Department Contact.

Providing foreign officials with nominal business gifts and entertainment expenses,

such as meals and company promotional items, is not illegal under the FCPA, provided


the gifts are not lavish, are not made with a corrupt purpose, follow normal business

practices, and do not violate local laws.

The FCPA also requires all publicly owned companies to maintain records that

accurately reflect the transactions of the company. This provision is designed to prevent

companies from hiding illegal payments through false or mislabeled entries in the

company’s books and records.

Any payments permitted under the FCPA — such as reasonable travel expenses to an

appropriate business meeting — must be accurately recorded as such in our company

records. Failure to do so is a violation of the FCPA and could expose Brother and our

employees to criminal penalties.

FCPA guidelines are very broad and are open to interpretation. Therefore, use extreme

caution when offering a foreign official a gift of any type, especially a foreign official

who has any influence over decisions that could directly affect our business. For

example, do not offer gifts of any type to a foreign official who is responsible for

awarding government contracts.

It is also important to comply with the anti-bribery or anti-corruption laws of the country

in which you are doing business, in addition to complying with the FCPA. Many

countries have laws that are similar to, or even more stringent than FCPA, so be sure

you know the local laws before you make any gifts or payments of any kind involving

“foreign officials.”

FCPA: QUEST IONS AND ANSWERS

In the country where you do business, it is customary to bring a gift to an introductory meeting.

You have selected the gift, but how should you record it?

Record the cost of your gift on your expense report in accordance with the purchasing

practices in your country. You should not lump the costs into other expenses or try to

hide it in any way.

You want to arrange a meeting with government officials who are considering purchase of a

product. The officials are from three different cities, and the meeting is planned for a central

location in their country. Can you pay for the official’s travel and accommodation expenses?

Yes, provided your manager approves the expense, the accommodations are in

compliance with other company policies and the arrangement does not violate local laws.

This action is considered a normal part of doing business, assuming the participants are

officials involved in the purchase decision. Payment for related travel expenses is not

prohibited under the FCPA but you should discuss it with a Law Department Contact

to confirm that it is not prohibited under the local laws of the relevant countries.


Brother’s records, files, data, and technical information are vital to our success and must

be protected as a precious resource.

CONFIDENTIAL INFORMATION

Confidential information may include product ideas or inventions; business plans and

proposals; sales and marketing strategies, plans, projections or forecasts; client and

customer lists; employee or personnel information, product costs or prices; product

pricing or pricing strategies, financial information, computer source code; and

information about research and development. Confidential information may also

include information that you receive from sources outside of Brother.

Before accepting information from a source outside of Brother, speak with a Law

Department Contact.

You are responsible for safeguarding all confidential information under your control.

Don’t leave confidential records or documents out where they can be easily read by

others. All confidential information, regardless of the source, must not be discussed with

family or friends that are not Brother employees with a need to know the information.

Before disclosing confidential information to one or more person(s) outside of Brother,

speak with a Law Department Contact. For Brother’s internal information, you must

take reasonable steps to protect the confidential information, including, for example: a)

using the information for company business only; b) disclosing the information only to

those people inside Brother with a legitimate need to know it; c) disclosing the

information outside of Brother only after entering into an agreement approved by the

Law Department. For information from a source outside of Brother, you should treat it

like Brother’s internal confidential information and further: a) use/disclose/handle the

information pursuant to the terms of the disclosure agreement entered between Brother

and the information’s owner.

Personal Data (i.e., data relating to one or more individual person) usually requires

special treatment. The legal requirements for handling Personal Data are continuing to

develop. You must follow company policies and procedures concerning Personal Data

as they are issued/revised.

We respect the trade secret, copyright, patent and trademark rights of others.

Unauthorized duplication of copyrighted material (printed or electronic), copyrighted

computer software, or recorded materials, violates copyright laws and is prohibited.

Unauthorized use of trade secrets, patented inventions and trademarks is also prohibited.

Brother owns the rights, titles, and interest to any inventions, ideas or developments

created as a result of your employment. If you leave Brother, be aware that your

obligation to protect our confidential information still applies. Likewise, if you are a

new employee at Brother, do not disclose the confidential information of your previous

employer or bring confidential information with you from your prior employment.

Protecting Important Information


KEEP IN MIND

Be careful about discussing

confidential internal company

information, even with other

employees, unless it is necessary in

their job. Be cautious about

discussing company business in

public places, such as in

restaurants, on airplanes, trains or

even in elevators, whether in person

or using electronics

Improper disclosure or receipt of confidential information can expose Brother to legal

liabilities and the loss of intellectual property rights. In conducting business, don’t ask

for information to which you are not entitled or disclose information that should remain

private. This applies not only to Brother information, but information that belongs to a

third party such as a supplier, customer or competitor. In the event that you receive

information from a third party for “evaluation” and did not request such information, do

not review the materials and bring the entire package to the Law Department

immediately.

CONF IDENT IAL INFORMAT ION: QUEST IONS AND ANSWERS

I understand that the information I work with in my job is considered “Confidential.” Does

that mean I can’t talk about it to anyone, even other employees?

Confidential means that the information is considered private and should be kept

secure. Only discuss information with those who have a “need to know” in their job. If

you have doubts, ask your manager to clarify the situation for you.

When I went into a conference room where a meeting with a group of product designers had just

ended, I found some documents labeled “Confidential.” What should I have done?

First of all, though it might be tempting, don’t read through the documents. Try to

locate the manager who ran the meeting and turn the documents over to him or her. If

you’re unable to find the manager, turn the documents over to your own manager. Do

not leave the documents in the room or throw them away.

Our company has a potential project pending with a new VAR. I’m attending a trade

association meeting next month and that is a good opportunity to discuss this potential project

with customers and suppliers. May I discuss this project even though it’s not official yet?

No. This information is still considered confidential and you should not discuss it with

anyone until it is official and the company has released the information for public

disclosure.

One of our distributors asked for information about our agreement with one of the suppliers

who provides equipment for our company. Can I share this information?

Ordinarily, no. Our agreements with suppliers are considered Brother’s confidential

information. Often, we have an obligation to protect the confidential information of our

agents, distributors, suppliers, and customers as well. You should ask for specific

questions from the distributor about that supplier, and then provide specific answers to

those questions taking care not to share any confidential information. If you are uncertain

what you can/cannot disclose, discuss the situation with a Law Department Contact.


INSIDER TRADING

“Insider trading” is the purchase or sale of securities while in possession of “material

inside information” that is not public and may affect the price of a company’s stock.

Some examples of “material inside” or “insider” information include financial forecasts

or results; product information; marketing plans; proposed acquisitions or divestitures;

and strategic plans or information about significant changes or developments.

U.S. Securities laws use the term “insider” to refer to the type of information involved,

not to the status or position of the person with respect to our company or to the

company whose information and stock are involved. Brother employees are not exempt

from insider trading rules because our company is not publicly traded. It is possible for

you to acquire inside information about other companies with whom we conduct

business, regardless of your position at Brother.

Information is considered “public” once there has been a public announcement of the

information, such as an announcement through radio, television, news wire services, or

in a document like an annual report or prospectus. Once the information is public, it no

longer compromises the trading of stock.

INS IDER TRAD ING: QUEST IONS AND ANSWERS

I’m involved in a multi-million dollar contract with a retailer and I’m learning a lot about the

company’s future plans for growth. Can I buy stock in this company?

You should not buy stock if your purchase decision is based on information that is not

available to the general public. The Securities and Exchange Commission would

consider it “insider information” and this could lead to civil or criminal penalties.

I heard that one of our suppliers is about to acquire another company. The acquisition will

probably increase the stock price. I know I can’t buy stock, but can I tell my brother about this

stock tip?

No. If the information is not public, then advising another person to buy stock based

upon knowledge of “material inside information” is “tipping” and could be subject to

civil or criminal penalties.

ACCURATE COMPANY RECORDS

Every employee is responsible for recording all company transactions in an accurate and

timely way. The law requires our company books and records to accurately reflect the

transactions represented. Falsifying company records, including financial records, leases,

procedural codes, and equipment service records, is a serious offense and may result in

prosecution and/or loss of employment.


KEEP IN MIND

Insider trading also includes

“tipping” or telling others about

insider information. If another person

buys or sells securities based on your

tip, you could be guilty of insider

trading even if you yourself do not

trade on that information.

Recording data in a timely and accurate manner protects our company resources and also

meets the expectations of those people, including customers, investors, and suppliers, who

rely on the accuracy of our books, records, and written communications to perform their jobs.

When doing business with local, state or federal government customers, our company

and our employees, officers, and directors will comply with the federal, state and local

laws and regulations, which govern contract awards and procurement. Be aware of all

regulations and reporting requirements when dealing with government agencies.

If you are not sure of any regulations and reporting requirements or if you believe that

there is an issue with the accurate recording of company books and records, contact a

Finance Department Contact, the CFO, any member of the Ethics Committee or the

HelpLine for advice.

ACCURATE COMPANY RECORDS: QUEST IONS AND ANSWERS

When I ordered some supplies recently, my manager told me to log the charge against another

expense category. He explained that our supply budget couldn’t handle the expense, and that it

all comes out in the wash anyway. What should I have done?

You should not knowingly document a transaction inaccurately in the books and

records of our company, even if it seems harmless to you or your manager. If your

manager persists, you should contact a Finance Department Contact, the CFO, any


One of my co-workers occasionally asks me to ”punch his timecard” when he has a family issue

that forces him to take a longer lunch break than normal. He says he will do the same for me

any time I ask. Is this allowed?

No. Time records are considered company records and must be accurate. If your co-worker

has a legitimate need to extend lunch, he should speak to his manager about the problem.

A sales person asked me to record a sale that has not been shipped yet. I am certain that the deal

will go through, so can I comply with this request?

As with any other company record, sales must be accurately recorded at the time they

actually occur. Doing anything else for any reason distorts our company’s accounting of

revenue and profits and is illegal.

I want to join a professional organization, but my manager told me our company wouldn’t pay

for my dues. I really think the organization will help me in my job, so I figure it wouldn’t really

be wrong if I paid the dues myself then submitted an expense report for something else to recover

my money.

Submitting a false expense report is wrong, no matter what the circumstances. Try again

to explain the benefits of joining this group. If the answer is still no, you need to decide

if the personal benefits of joining the group warrant your paying the dues yourself.


KEEP IN MIND

The integrity and accuracy of

Brother’s books and records depends

on the integrity and accuracy of each

individual transaction.

Brother encourages employees to actively participate in community and political

affairs. However, U.S. law and the laws of other countries set strict limits on

what financial contributions by corporations to political parties or candidates.

INVOLVEMENT IN CHARITABLE AND POLITICAL ACTIVITIES

Brother is a vital part of the communities in which we operate, and we encourage

employees, officers, and directors to be good citizens by contributing to the community

and participating in the political process. However, as an employee, you must keep

these activities separate from your work. Pursue them on your own time and as an

individual private citizen, not as a representative of Brother.

Brother will comply with all national, state, and local laws regulating participation in

political affairs, including political contributions. We will not pressure any employee to

make political contributions to individual campaigns, political parties, or political action

committees.

Lobbying, the practice of communicating with elected officials in order to influence

legislation, is strictly regulated. To ensure that Brother meets all legal requirements for

lobbying, registration, and reporting activities, any lobbying activities should be

centrally coordinated. Only employees with prior training and approval may meet with

any government officials or employees to communicate our company position on a

particular issue. Please contact the Law Department if you need further assistance with

regard to lobbying.

CHAR ITABLE AND POL IT ICAL ACT IV IT I ES : QUEST IONS AND ANSWERS

My manager asked me for a contribution to support her political candidate. Is that appropriate?

No. Even if your manager is not pressuring you, the request is inappropriate and could

be considered coercive.

I want to send a letter to my Senator expressing my opinion about a legislative issue. Can I do

this from my company email?

Employees are encouraged to take part in the political process. However, you may not

use the company email to send the letter. Even if you make it clear that you are

expressing your personal opinion, persons outside our company might misconstrue it

to be our company’s opinion. Remember, our company email system and all

correspondence sent over it are company property.


KEEP IN MIND

If you speak on public issues, you

should do so as an individual citizen.

Do not to create the impression that

you are representing the views of our

company unless specifically

authorized.

Representing Brother to the Public

COMMUNICATIONS WITH THE PUBLIC OR MEDIA

Only those employees specifically authorized to communicate with the public or the

media should speak on behalf of the company. Authorized employees will ensure that

all communications are accurate and consistent while still protecting our company’s

interests. Other employees should refer any inquiry concerning company matters to the

Corporate Communications Office at the Brother International Corporation Corporate

Headquarters.

If you express a personal view in a public forum, such as a letter to the newspaper, do

not use company letterhead or company email.

COMMUNICAT IONS WITH THE PUBL IC OR MED IA : QUEST IONS AND ANSWERS

A reporter called to ask for a comment in connection with my work. I knew the answer to his

question, but I wasn’t sure if I should tell him what he wanted to know.

You should not answer any questions from reporters unless you have authorization from

the Corporate Communications Office. If you do not have authority to speak with the

media, refer any requests like this to the Corporate Communications Office. They will

contact you if your expertise or involvement is required.

I have been asked to make a presentation at a trade association meeting. Is this okay?

Yes, but if the presentation involves your work at our company, it requires your

manager’s approval. In situations like this, both you and our company should be

sensitive to issues related to the protection of confidential information. Note, you must

also ensure that your conduct during the preparation and delivery of your presentation

comply with all other sections of the Code of Conduct and Brother’s policies.

I got a call from a company asking for a reference for a former co-worker. How should I have

handled this?

Employees can give personal references for co-workers (for example, if they are

applying to a program of study or adopting a child). However, Brother does not

disclose information about an employee’s employment without the express written

permission of the employee/former employee. Any questions involving dates of

employment or comments about the employee’s performance, must be referred to

a Human Resources Contact.


KEEP IN MIND

In community, professional, and

cultural activities, make it clear that

you are not speaking on behalf of

Brother.

• BROTHER INTERNAT IONAL CORPORAT ION CODE OF CONDUCT • BUSINESS WITH INTEGRITY AND DIST INCT ION

ETHICS COMMITTEE MEMBERSJerry Benn, Vice President of Human Resources, office: (908) 252-3060, cell: (908) 400-3675, home:

(908) 272-4495, [email protected],

Brother International Corporation, 100 Somerset Corporate Blvd., Bridgewater, NJ 08807;

Don Cummins, Senior Vice President – Marketing, Imaging & Document Products, Business Machines

Group, office: (908) 252-3230, cell: (732) 672-7287, home: (732) 560-8755,

[email protected],


Tony Melfi, Vice President and Chief Financial Officer, office: (908) 252-3022, cell: (908) 400-4128,

home: (908) 359-9441, [email protected],


Henry Sacco, Vice President and Chief Legal Officer, office: (908) 252-3029, cell: (908) 612-7021,

home: (908) 301-1817, [email protected],

Brother International Corporation, 100 Somerset Corporate Blvd., Bridgewater, NJ 08807; or

Takeshi Yamada, Corporate Planning Director, office: (908) 252-3257, home: (732) 274-1519,

[email protected],

Brother International Corporation, 100 Somerset Corporate Blvd., Bridgewater, NJ 08807.

HELPLINE (ANONYMOUS IF REQUESTED)Toll Free Phone: 1-800-963-5732

Internet: visit http://www.ethicspoint.com and:

a) Click on “File a New Report or Follow-up on a Report.”

b) On the next page, under the heading “File a New Report” enter any of the following entity

names “Brother International Corporation,” “Brother Industries (U.S.A), Inc.,” “MIM

Industries, Inc.” or “Brother International Receivables Corporation” (without quotes) in the

box under “Enter Organization Name” and click on “submit.”

c) Follow the instructions provided on the website.

SECURITY CONTACTSFor BIC-TN and BIUS:David James, President, Tennessee Security Investigations, office: (901) 379-1132, cell: (901) 508-7351,

home: (901) 383-8654, [email protected]

For BIC-TN (alternate):Charles Rose, Facilities and Environmental Manager, office: (901) 379-1642, cell: (901) 482-5918,

home: (901) 371-0009, [email protected]

For BIUS (alternates):Stan Romanoff, Sr. Mgr., HR & General Affairs, office: (901) 379-1624, cell: (901) 490-4450, home:

(901) 386-3116, [email protected]

Norio Mitsubayashi, President, office: (901) 379-1645, cell: (901) 619-4192, home: (901) 624-4957,

[email protected]

Where to Find Help

If you are

uncertain or

cannot reach

one of the

individuals

listed, please

contact

the HelpLine

or an Ethics

Committee

member.


For BIC-NJ and BIRC:Bob Geary, Sr. Facilities Manager, office: (908) 252-3249, cell: (732) 306-0548; [email protected]

For BIC-CA:Kathy Hall, Admin Purchasing Manager, office: (949) 614-0830, [email protected]

For BIC-IL:Hisaaki Yamane, Sr. Technical Manager, office: (847) 718-9500 [email protected]

For BIC-MA:Peggy Eckert, Sales Administrator, office: (978) 475-3081, [email protected]

For MIM:Jan Spornhauer, President, office: (937) 859-6957, cell: (937) 313-3216, home: (937) 866-2153, [email protected]

FINANCE DEPARTMENT CONTACTSTony Melfi, Vice President and Chief Financial Officer, office: (908) 252-3022, cell: (908) 400-4128, home: (908) 359-9441, [email protected]

Patti Mamchur, Sr. Director Finance and Tax, office: (908) 252-3019, [email protected]

Lew Baran, Assistant Controller, office: (908) 252-3150, [email protected]

Bob Raichel, Director of Finance, office: (908) 252-3072, [email protected]

HUMAN RESOURCES CONTACTSFor BIC and BIRC:Jerry Benn, Vice President of Human Resources, office: (908) 252-3060, cell: (908) 400-3675, home: (908) 272-4495, [email protected]

Diane Razillard, Sr. Human Resources Manager, office: (908) 252-3061, cell: (908) 581-3003, [email protected]

Robert Kenney, Sr. Mgr, Compensation, Benefits & HRIS, office: (908) 252-3058, [email protected]

Ellen Kalter, Sr. HR Manager, office: (908) 252-3056, cell: (732) 740-6410, [email protected]

Annette Jones, HR Manager – TN, office: (901) 379-1196, [email protected]

For BIUS:Stan Romanoff, Sr. HR Manager & General Affairs, office: (901) 379-1624, cell: (901) 490-4450, home: (901) 386-3116, [email protected]

For MIM:Jan Spornhauer, President, office: (937) 859-6957, cell: (937) 313-3216, home: (937) 866-2153, [email protected]

LAW DEPARTMENT CONTACTSHenry Sacco, Vice President and Chief Legal Officer, office: (908) 252-3029, cell: (908) 612-7021, home: (908) 301-1817, [email protected]

Diane Garrity, Senior Corporate Attorney, office: (908) 252-3025, [email protected]

Jennifer Cohen, Attorney, office: (908) 252-3166, [email protected]

CORPORATE COMMUNICATIONS OFFICERoger Nakagawa, Sr. Vice President, office: (908) 252-3120, cell: (908) 962-1779, [email protected]

IF YOU ARE UNCERTAIN OR CANNOT REACH ONE OF THE INDIVIDUALS ABOVE, PLEASE CONTACT THE HELPLINE OR AN ETHICS COMMITTEE MEMBER.

Covered Brother CompaniesThe following list of companies and their respective officers, directors andemployees must adhere to this Code of Conduct:

Brother International Corporation

Brother Industries (U.S.A.), Inc.

MIM Industries, Inc.

Brother International Receivables Corporation

brother international corporation · don cummins, senior vice president – marketing, i&d...

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